Jane A. Freeman
About Jane A. Freeman
Independent Trustee of Allspring Utilities and High Income Fund (ERH). Year of birth: 1953. Trustee since 2015; appointed Audit Committee Chair in 2025 after serving as Chair Liaison from 2018–2024. Former CFO (Scientific Learning Corporation), former portfolio manager (Rockefeller & Co.; Scudder, Stevens & Clark); inactive Chartered Financial Analyst (CFA) charterholder. Oversees 92 portfolios across the Allspring Fund Complex as of 2025. Independence affirmed under the Investment Company Act of 1940.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scientific Learning Corporation | Chief Financial Officer | 1999–2008; 2012–2014 | Public company finance leadership; audit-facing responsibilities |
| Consulting (independent) | Consultant on strategic projects | 2008–2012 | Strategic finance/ops projects |
| Rockefeller & Co.; Scudder, Stevens & Clark | Portfolio Manager | Pre-1999 | Buy-side investing background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harding Loevner Funds | Lead Independent Director; Audit Committee Chair | 1996–2014 | Lead director oversight and audit leadership |
| Russell Exchange Traded Funds Trust | Trustee; Audit Committee Chair | 2011–2012 | Audit leadership at ETF trust |
Board Governance
- Committee assignments: All Independent Trustees serve on the Audit Committee and the Nominating & Governance Committee; Ms. Freeman is Audit Committee Chair (since 2025).
- Independence: The Board is composed entirely of Independent Trustees under the 1940 Act; committees are composed solely of independent trustees.
- Board leadership: Independent Chair of the Board (Timothy J. Penny); Chair Liaison role supports board communications (held by Ms. Freeman 2018–2024; currently Ms. Wheelock).
- Audit Committee charter highlights: Chair presides over meetings, liaises with auditors under PCAOB AS 1301, and receives an additional annual fee; term is three years, renewable once (two consecutive terms max unless waived).
- Meeting cadence and attendance (FY ended Aug 31, 2025):
- Regular Board meetings: 4; Special meetings: 0
- Audit Committee meetings: 7; Nominating & Governance Committee meetings: 5
- Attendance: Each Trustee attended at least 75% of aggregate Board and committee meetings
| Metric | FY 2025 |
|---|---|
| Regular Board Meetings | 4 |
| Special Board Meetings | 0 |
| Audit Committee Meetings | 7 |
| Nominating & Governance Meetings | 5 |
| Attendance Compliance | Each Trustee ≥75% |
Additional governance context:
- Staggered board terms by class (Class I/II/III) to 2026/2027/2028, promoting continuity but also entrenchment risk typical of closed-end funds.
- Nominating & Governance Committee independence aligned with NYSE American listing standards; charter included in proxy.
Fixed Compensation
Trustees receive cash compensation from ERH and aggregate compensation across the Fund Complex; expenses are reimbursed; no pension/retirement benefits. Audit and Nominating Committee Chairs receive additional annual fees (amount not disclosed).
| Compensation (USD) | FY 2022 | FY 2024 | FY 2025 |
|---|---|---|---|
| Compensation from ERH | $2,840 | $2,948 | $4,323 |
| Total Compensation from Fund Complex | $352,250 | $371,500 | $397,750 |
Notes:
- Increase in FY 2025 total compensation coincides with role as Audit Committee Chair (chair receives additional annual fee per charter). Amount of chair premium not disclosed.
Performance Compensation
- No performance-based compensation is disclosed for Trustees (no bonus, PSU/RSU targets, options, or metric-linked pay).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (outside Allspring funds) | None in the past five years, per proxy “Other Directorships” column. |
| Prior public fund boards | Harding Loevner Funds (Lead Independent Director; Audit Chair), 1996–2014; Russell Exchange Traded Funds Trust (Audit Chair), 2011–2012. |
| Interlocks/conflicts | None disclosed with ERH competitors, suppliers, or customers. |
Expertise & Qualifications
- Finance and audit: Former CFO; extensive audit committee leadership across fund boards; Audit Committee Chair at ERH.
- Investment: Former portfolio manager; inactive CFA charterholder.
- Governance: Prior Lead Independent Director; prior Chair Liaison at ERH (2018–2024).
Equity Ownership
- Beneficial ownership in ERH and across the Allspring Fund Complex is disclosed by dollar bands; no pledging or hedging disclosures noted for Trustees; officers and Trustees as a group own <1% of ERH shares.
| Ownership Band | As of Aug 31, 2023 | As of Aug 31, 2024 | As of Aug 31, 2025 |
|---|---|---|---|
| Dollar Range in ERH | $1–$10,000 | $1–$10,000 | $1–$10,000 |
| Aggregate Dollar Range in Fund Complex | Over $100,000 | Over $100,000 | Over $100,000 |
Additional ownership and compliance:
- Section 16(a) reporting compliance: All reports timely for the most recent fiscal year.
- Historical issue: A Form 4 was not timely filed for Ms. Freeman in FY 2022 (subsequently disclosed).
Insider Trades
| Date | Security | Transaction | Shares | Price | Value | Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2022-08-22 | ERH | Open-market purchase | 211 | $12.65 | ~$2,665 | Direct |
Notes:
- Third-party aggregator values above reflect parsing of SEC Form 4 data; see primary Form 4 link for original filing.
Governance Assessment
-
Strengths
- Audit oversight: Financially seasoned ex-CFO and former PM; chairs ERH’s Audit Committee; charter empowers direct auditor engagement (AS 1301) and specifies committee independence. Supports robust financial reporting oversight.
- Engagement: High committee workload (7 Audit; 5 Nominating & Governance in FY 2025); each Trustee met ≥75% attendance threshold.
- Independence and board structure: Entirely independent board; independent Board Chair; separation of roles; dedicated Chair Liaison mechanism.
- Ownership alignment: Personal investment in ERH and >$100k across the fund complex; insider purchase in 2022 adds alignment signal.
-
Watch items / RED FLAGS
- Staggered board (classified) terms can reduce accountability/contestability typical of closed-end funds.
- Historical filing timeliness: a late Form 4 in FY 2022 noted; resolved in subsequent years.
- Limited ownership disclosure precision: Dollar bands only; no explicit stock ownership guidelines disclosed for Trustees (committee oversees policy reviews but no numeric guideline provided).
-
Compensation signals
- Cash-heavy structure with additional fee for Audit Chair; 2025 total compensation increase consistent with chair responsibilities; no pension; expense reimbursements only. Alignment appears reasonable for a closed-end fund complex; no performance pay that could skew risk-taking for a fund board.
Citations
- Trustee biography, roles, independence, and committees:
- Meeting cadence and attendance:
- Audit Committee charter and chair provisions:
- Compensation tables and benefits statements:
- Ownership bands and group ownership:
- Section 16 compliance (2025) and prior late filing (2022):
- Insider trade Form 4 (2022-08-22): ; aggregator summary: